Code Reloaded Series 2:The Rise of Carthage
by Lord Maximus
Summary: Right after the Lyoko Warriors seemingly destroy Xana and free Franz Hopper a new foe appears. This leads into a new battle and mystery. What is Project Carthage?
1. Chapter 1

Lord Maximus: I don't own Code: Lyoko.

Summary: It started with the final battle against Xana when a seemingly new foe appears out of nowhere. Now the gang must continue to fight when they discover the origins of Project Carthage.

* * *

You all wonder what a normal life is, right? It's basically you going to school, making friends, learning/sleeping in class, you might get a girlfriend, all these are meant to prepare you for the working world. However five students along three of their newest and recently recruited allies have found it anything but normal. Especially when it comes to fighting a power hungry artificial intelligence that wanted nothing more than to rule the world.

Jeremy, a young boy discovered a strange computer in an abandoned factory. After turning it on he discovered a virtual world and a pink haired girl that soon would become the love of his life. Along with his three friends Ulrich, Odd, and Yumi they fought to save Aelita and the world known as Lyoko from a dangerous threat known as Xana. The gang fought Xana on Lyoko to stop him from achieving his plans of world domination.

Along the way they discovered Aelita's origins and her father Franz Hopper who was also known as Waldo Shaeffer the creator of Lyoko and Xana. After many fights Xana managed to escape Lyoko through the Digital Sea to retreat to safety and out of reach. The gang still did not give up and started to plan ways to pursue Xana and bring the battle to him. It was easier said than done.

During an accident Ulrich's mind and body was separated when Jeremy tried another one of his plans and tested it. Ulrich's body was lost and left his mind in a non physical form. They tried to reunite his mind with his body but Xana soon found out and took over Ulrich's body. Using the body of his enemy as a puppet Xana used it to attack Lyoko's Core.

Despite their best efforts Xana devirtualized them and without any obstacles in his way it seemed Xana's victory was assured. Reaching with his power Xana returned Ulrich's mind to Lyoko to delete it which would eliminate one of his enemies for good. Luckily Franz Hopper saved Ulrich before it could happen but nothing could stop Xana from destroying Lyoko's Core. The Lyoko Warriors fell into despair as they lost a friend.

Franz Hopper sent them a message from the Internet with instructions on how to rebuild Lyoko and gave them special programs to upgrade their Lyoko forms to give them even more power to counter Xana's increasing powers. Soon enough William, Sissy, and later Yumi's little brother Hiroki were all recruited to even the odds. Suddenly Ulrich reappeared with a plan to destroy Xana. With the opportunity to destroy their enemy they set out to accomplish the plan.

However it was a trap when it was revealed Xana took complete control of Ulrich's body and using it as a permanent avatar he wiped the floor with Lyoko Warriors and revealed that Ulrich was deleted. The gang vowed to avenge Ulrich and defeat Xana. However Franz Hopper returned with Ulrich who was upgraded and with a virtual body was able to turn the tide. The warriors confronted Xana in a final showdown of good and evil.

Ulrich and the others came out on top but Jeremy discovered the only to destroy Xana was to kill Ulrich's body which was completely possessed. Ulrich took the risk the struck the final blow but Yumi stayed with him to the end when the Volcano Sector vanished with them. Searching for a way to bring them back Jeremy launched a Code: Reboot which restored the Volcano Sector along with Yumi and Ulrich but the price was the resurrection of their long time enemy, Xana.

The gang vowed to continue fighting Xana and they would finally defeat him somehow and someday. Now we shall see if they can keep their vow.

* * *

Jeremy and Aelita both sat under a tree in the courtyard of Kadic Academy. They both waited as the others finished their lunch and came out to meet them. Soon enough they all came out.

"All right, Einstein, so what do you need to tell us?" asked Odd,

"Well Odd, you remember how Xana created the Kollosus?" asked Jeremy.

"By calling upon the power of his Replicas?" asked Yumi,

"Exactly. This leads me to believe that Xana had more Replicas than we thought." said Jeremy.

"Don't tell us about it. I still remember that thing crushing underneath its foot." said Sissy,

"So, why not simply rebuild the Skid?" asked Hiroki.

"That would take months and we are running out of time. Xana has been quiet ever since that attack right after we rebuilt the Volcano Sector and were forced to bring him back by rebuilding his core." said Jeremy,

"Hey, William you were under Xana's control so you have been closer to him than anyone one of us. You must know something about him." said Hiroki.

William held a grim look on his face. He had done his best to forget how it happened. The brainwashing. Fighting his friends. 

The Digital Sea. The one who controlled him.

"Xana didn't exactly give a class where he gave out all of his plans." said the dark haired boy, finally.

"It's all right. Aelita's father is still trapped on Lyoko and last night I finally found out why. As you all know when Franz and Aelita arrived in Lyoko Xana attacked them and nearly destroyed Franz. It turns out there was a reason why Franz couldn't take form.

There was an error in his virtualization. It seemed his physical body never made it to Lyoko or it was taken apart piece by virtual piece. Xana simply placed a virus in Franz's scanner so when he was virtualized his body would be scattered into hundreds virtual fragments like how Aelita's memories were stolen from her. After his body was shattered Xana placed the fragments in separate files in Sector 5.

If we want to bring Aelita's father back to the real world we need to go through Sector 5 and see if we can find those fragments." said Jeremy,

"So we can free Franz." said Yumi.

"We have one more presentation." said Jeremy,

"What's that?" asked Ulrich.

"A program to wipe out Xana!" said Jeremy.

Everyone's eyes widened.

* * *

Everyone was now in Jeremy's dorm.

"Thanks to Franz and all of the data we managed to compile from the Replicas we managed to create a multi agent system that is designed as a counter attack against Xana. Once ready it will spread through the Digital Sea and delete the Replicas along with every part of Xana." said Jeremy,

"Aren't you getting a little excited, Einstein? You remember what happened with the Marabounta?" asked Odd.

"Relax, Odd. This time I'll make sure the program is full proof." said Jeremy.

"Let's not forget that Xana is also a multi agent system." said Aelita,

"Let's not forget that Franz built Xana from scratch. He can provide the data we need to wipe out Xana once and for all." said Jeremy.

* * *

Everyone was getting ready to destroy Xana tonight. It seemed they were one step closer. Or so they thought. In the factory a scanner opened up and someone stepped out. 

* * *

William sat in his bed while deep in thought.To be honest he wanted nothing more than to make Xana pay for using him like a puppet. For a few nights he had nightmares about how he was fighting the gang slowly knocking them into the Digital Sea. His thoughts were interrupted by a knock at the door.

He stood up and walked to the door. When he opened it his eyes widened as he saw his visitor. His visitor looked like him but there was a small difference. His copy had a certain icon as pupils in his white eyes.

"Hello." said the copy.

Before William could react his copy punched him in the stomach forcing him to kneel over. Before he could call for help the copy punched him and sent him flying into the room. He landed hard on the floor and looked up.

"Who are you?" asked William,

"What you would have been if you stayed with Xana. I don't know why he still needs you but orders are orders." said the clone.

He held his foot down on William's stomach as his fist plunged into the wall and with a cracking sound he pulled out the wires that were in the wall. William watched as his clone pulled a wire out but still left it connected to the wall and held it above William.

"Don't worry, this won't kill you." said the clone.

He plunged the wire into William and the dark haired boy screamed as the electricity surged through his body. Soon enough it stopped. It was a miracle no one heard him. He simply placed the boy on the bed and casually left the room.

* * *

Everyone was now in the factory as Jeremy started to virtualize them.

"Transfer Ulrich."

"Transfer Yumi."

"Transfer Odd."

"Scanner Ulrich."

"Scanner Yumi."

"Scanner Odd."

"Virtualization!"

* * *

They landed in Sector 5 and waited as the door opened.

_"Everyone we need to find the fragments that are hidden in the Sector 5 tower. Be careful though."_

Everyone nodded as the doors opened. They were running through the corridors of Sector 5 as they planned to reunite Aelita and her father and defeat Xana once and for all.

* * *

**"So they are going to restore my creator to flesh and blood? Now is the time to strike since my clone has carried out his assignment."**


	2. Chapter 2

Lord Maximus: I don't own Code: Lyoko.

Summary: It started with the final battle against Xana when a seemingly new foe appears out of nowhere. Now the gang must continue to fight when they discover the origins of Project Carthage.

* * *

_"Everyone. The fragments should be hidden in the Sector 5 tower but it won't be easy getting to the tower."_

"We can handle it, Jeremy." said Ulrich.

The three of them took off and into the corridors of Sector 5.

* * *

Someone was listening to their conversation and chuckled. Obviously Jeremy had never watched horror movies for if he did he would know its a bad idea to split up. He sensed them heading into the halls of Sector 5 and smirked.

**"Time to pay them a visit."**

* * *

Jeremy turned to Sissy, Hiroki, and Aelita.

"Okay. Franz is in the Ice Sector and is sending a large amount of data to finish my program. You guys need to protect him while he sends the data." said Jeremy,

"Hey, where's William?" asked Hiroki.

His question was answered when the elevator door opened. William stepped out and into the lab.

"Sorry, I'm late." said William,

"Better late then never, William. The others are ready and soon enough Franz will be here and Xana will finally be defeated." said Jeremy.

The others nodded and William watched as they climbed down to the scanner room. 

"Transfer Sissy."

"Transfer Hiroki."

"Transfer Aelita."

"Scanner Sissy."

"Scanner Hiroki."

"Scanner Aelita."

"Virtualization."

* * *

The transport orb landed in the Core Zone and out came a figure dressed in black. He smirked as the transporter just hovered their and did not move. He walked out of the Core Zone and into the Celestial Dome. 

* * *

Aelita could feel it. He was waiting for her. Waiting to be saved. She ran into an icy cave with Hiroki and Sissy and soon enough they saw the white glowing energy orb that was Franz Hopper.

"We found him, Jeremy." said Aelita.

_"Right. You know what to do."_

Suddenly there was an earthquake which caused a few icy boulders to fall. Aelita screamed and ran out to see. Above the icy cave was the Kolossus. Xana's most powerful monster.

Franz Hopper flew out only to be hit by a few blasts. Aelita looked around to see monsters everywhere. Hornets and Mantas in the sky circling above them while on the ground was an endless stream of monster.

"Jeremy! We're surrounded!" shouted Aelita.

_"I know. Just try to protect him while the others try to find the fragments. The tower is not far from them!"_

"There's no way we can hold out in time!" said Sissy,

"Jeremy, we can defend my father and stay alive here at the same time." said Aelita.

Jeremy knew what it meant. They had led Xana right to Franz Hopper. 

* * *

Odd cocked his arm in front of him. They had split up to find the tower and right now they had found nothing.

"So what's Xana up to this time? What ever it is you're going down!" shouted the cat-like boy.

**"Anyone ever tell you it's a bad habit to be talking to yourself, Odd?"**

Odd whirled around.

"I know that voice. Show yourself, Xana!" shouted Odd.

**"Your wish is my command."**

Xana leapt down of the ceiling and smirked at the boy. He looked exactly the same as he did when he possessed Ulrich's body. A black body suit with dark red lines going down the arms and legs with the Eye ending at the hands. He wore a headband exactly like Ulrich's but it was black with the red Eye on it.

On his hands were metal gauntlets with a short curved claw on each finger.and there were some bulky lines suggesting he wore body armor underneath. As for his eyes the irises was black with Xana's red symbol as the eyes.

"I thought Ulrich got his body back." said Odd.

**"You know how you and your friends are virtualized right? It's not a bunch of ones and zeroes. Your very DNA is registered as a computer program unto itself. It took me a while but I was replicating human DNA from Ulrich's body and William using a digital base.**

**Replicating a human that could virtualize onto Earth. So I would no longer need to possess any humans because I would be the sole entity. It took a considerable amount of time but I managed to create this new body. So it no longer matters that Ulrich has his body back."**

"Laser Arrow!" shouted Odd.

Xana simply dodged the attack. 

"You're right it doesn't matter, Xana, because you're going down." said Odd.

**"We'll see about that. Shoot me, I dare you!"**

* * *

"What's going on, Odd? Wh . . ."

Jeremy was knocked out by a hard punch that sent him into the wall. William smirked as his eyes changed into twin Xana symbols.

* * *

"Laser Arrow!"

Odd yelled as he fired an unending stream of arrows at Xana. He screamed as the arrows hit him.

**"No! No! Mercy! Please stop!"**

Xana exploded into a cloud of black smoke. Odd stopped and watched as it vanished.

"Well, that was easy." said Odd.

Suddenly something landed behind him and looked to see two red Eyes of Xana glaring at him.

**"Just kidding!"**

Xana pulled out a long sword that was almost as long as his body and it glowed red. He lunged at him and swung his sword. Odd's screams echoed throughout Sector 5. Odd was soon enough devirtualized .

**"One down. And according to the horror movie list first goes the so called comic relief, next comes the smart one who realizes what's going on."**

* * *

Yumi walked into a large blue colored room. It seemed completely empty with no tower or monsters. She looked around.

"This is too easy. This has got to be a trap."

**"You always were too smart for your own good, Yumi."**

Yumi aimed her disk launchers at the spot where the voice came from. Smoke flew out of the ground and solidified into a familiar form.

"Xana!" shouted Yumi.

**"Lightning Sprint!"**

Xana jumped at her and with one slice her disk launchers were useless. She flipped back and glared at her digital enemy. She jumped at him and aimed a punch at his ribs. Xana blocked and the two exchanged blows. 

Yumi jumped and landed a few feet away. She could tell she took more damage than Xana did. 

"Is that the best you can do!?" shouted Yumi.

Her answer came when Xana kicked her in the gut. Yumi was sent flying to the ground. She got up and motioned for Xana to come get her. 

* * *

"Fire Ball!"

"Energy Field!"

Aelita ran with the others as they tried to escape the unending hoard of monsters that was hot on their tail.

"Jeremy, where are you?" shouted Aelita.

* * *

"Oof!"

Yumi shouted as she hit the wall. She got up and glared. Now she was angry! She leapt at Xana and socked him in the face.

He staggered back. Yumi punched him in the gut. She then karate chopped between the shoulder blades. Or she tried. 

Xana caught both of her arms and with his right foot kicked her hard. Yumi was sent flying back and hit the wall. She looked up to see Xana smirk before swinging his sword.

Her world went white after that.

**"What a waste of time. She didn't even put the weapons I gave her to good use. Now all that left is Ulrich."**


	3. Chapter 3

Lord Maximus: I don't own Code: Lyoko.

Summary: It started with the final battle against Xana when a seemingly new foe appears out of nowhere. Now the gang must continue to fight when they discover the origins of Project Carthage.

* * *

Jeremy groaned as he woke up with a pounding headache. When he tried to move he found he couldn't. He found that his hands were bound behind his back and so were his legs. He looked up to see William at the controls.

He watched as William typed away at the controls with an evil smirk on his face. The same kind of smirk that was only seen on everyone's favourite demonic AI. He watched as William typed and called up a window similar to the one Aelita had when she talked to Jeremy before her materialization. However instead of Aelita the window showed a familiar face.

Jeremy gasped. The form was the same as when Xana completely possessed Ulrich's body.

"Everything is going as planned. Those two have been devirtualized and Aelita's heading to Sector 5 with Hopper as predicted." said William.

**"Excellent. You have done well, Will. Now all that is left is one last objective. Bring the multi****-agent system."**

Jeremy gasped as he figured what Xana was planning.

* * *

Xana stepped onto the interface in Sector 5 that had aided the Lyoko Warriors so many times. The interface showed the data for the multi-agent program that would be used to wipe him out. He touched the interface and pulsed. The Eye on his chest started to glow bright red and there was a pulsing sound.

The same sound that was made whenever he activated a tower. The pulsations that sounded like the beating of Xana's very heart. He watched as the screen showed the program being downloaded and smirked. Just like that.

He watched as the program returned to normal as if he never touched it. Now all that was left to was . . .

"Xana!" shouted a voice.

He spun around to see Ulrich running at him. He ducked as the boy swung his swords and grabbed the samurai's throat. Xana snickered as he struggled.

**"Die."**

"Energy Field!"

A pink orb hit him in the back sending him flying off the platform. Ulrich looked to see Aelita and the white orb of Franz Hopper running up to him.

"You okay?" asked Aelita,

"I'm okay. How does Xana still have a virtual form? He can't possess my body anymore." said Ulrich.

"There might be an explanation but now is the not the time." said Aelita.

**"She's right, Ulrich, Why worry now when you can wonder all you like when you're in the after life?"**

They turned to see Xana standing on a Flying Manta. Ulrich gripped the handles of his swords and watched as Xana commanded his Manta to fly right at Ulrich. As it got close Ulrich jumped out of the way with Aelita as their virtual nemesis missed. Xana smirked as the Overbike appeared.

**"Take this. I hate striking down opponents who have no defense."**

Ulrich took the Overbike and blasted into the air at Xana and his Manta. Their blades clashed together against each other with a loud clang sound. Ulrich flew the Overbike and was side by side with Xana and his Manta as they continued to clash back and forth with each other. They flew around the mass of digital space as Xana vertically slashed at Ulrich who ducked to dodge the attack.

Ulrich gave a thrust but Xana brought his blade down on his enemy's swords which trapped the boy.

**"Gotcha!"**

"Think again!"

Ulrich slid his blades off and pulled the Overbike to the side away from the Manta. Ulrich then turned and hit the accelerate as he flew back at his enemy. Xana and Ulrich clashed with each other back and forth. As they did this the Overbike and the Flying Manta were head to head pushing each other back and forth.

Ulrich prepared to strike but Xana cut him off.

**"Spark Disk!"**

A familiar disk of crimson electricity shot out of Xana's hand and hit Ulrich in the chest knocking him off the Overbike. Aelita took off with her wings and grabbed Ulrich and brought him back to the platform.

"Thanks, Aelita." said Ulrich.

The pink haired girl smiled. The smile faded as they looked to see Xana on his Manta flying at them. The Manta fired lasers while Xana unleashed several rounds of his Spark Disk. Ulrich blocked the lasers and slashed the first Spark Disk in half before leaping at the second one.

He plunged his swords into the last Spark Disk and landed on the ground. Xana flew in on his Manta and flew into the giant blue sphere with Ulrich following him. Ulrich finally caught up with Xana and ran along side his Manta into the corridors of Sector 5. Xana turned his sights to Ulrich and held up his hand.

**"Spark Disk!"**

Ulrich stuck everything that came at him with his swords which continued for a few seconds as he ran up the wall. Xana fired two more Spark Disks and Ulrich quickly jumped out of the way. He landed on the other wall and then leapt forward to kick Xana's Manta. However Xana caught Ulrich's leg and spun him in the air before throwing him into the wall.

Ulrich's back hit the wall so hard that cracks began to form. Ulrich slid down and landed on the ground. He sat up and rubbed his back more out of instinct than pain. Looking up he saw two more Spark Disks coming at him.

He jumped over them and clashed with Xana's sword. Ulrich fell backwards off the Flying Manta but reached and grabbed before holding on for life.

**"Does this look like a taxi to you? No hitch hikers!"**

The Flying Manta flew around violently trying to knock Ulrich off but the samurai held on with all of his might. Xana's eyes twitched in annoyance. Xana than directed his Manta to fly towards a wall planning to ram the unwelcomed passenger into it. When it was only a few seconds away Ulrich let go.

Xana's eyes widened as he directed it up and just in time. He glared down at the brown haired boy. He directed his Manta to fly at Ulrich. The boy held out both of his swords ready for the attack.

Xana held up both of his hands and a Spark Disk that was twice as big as his body appeared. Ulrich's eyes widened in surprise.

"Oh, this is not good . . ." said Ulrich.

**"Let's see you dodge this!"**

Xana fired his Spark Disk and it flew at Ulrich. He would have sweat nervously if he was in the real world as the giant Spark Disk came closer. A part of Ulrich was telling him to run while the other was telling him to stay and fight. He found himself not knowing what to do as it got closer.

He could only think of one thing. He brought his swords up in front of him horizontally while gripping his swords. The Spark Disk finally hit Ulrich's swords and pushed hardly on the boy. Ulrich flet himself sliding backwards to the wall. Xana smirked as Ulrich's back was pressed against the wall while still pushing against his giant Spark Disk.

His smirk faded when Ulrich used every ounce of his strength and finally pushed the Spark Disk back towards Xana's Flying Manta. Xana growled as he quickly abandoned his flying monster in time. The Spark Disk hit the Manta and there wan explosion with a high screech that filled the room. Ulrich and Xana were sent flying to each opposite side of the room from the explosion.

Ulrich sat up as he watched the explosion finish. Once it subsided there was no evidence that the Flying Manta even existed or that there was even an explosion. He turned back to face Xana who had an annoyed expression on his face. Ulrich smirked as he held his swords tightly and charged at his enemy.

Xana waited as Ulrich charged at him while holding his sword tightly in one hand. When he was close Ulrich brought his swords down the demonic AI who horizontally blocked the attack. Ulrich spun around and tried an upper attack which Xana simply blocked. He tried a lower attack and Xana blocked again.

Xana slashed at Ulrich who dodged by moving his head back. The two clashed with their swords again with clanging sounds heard from each impact. Xana gave a thrust at Ulrich's head who moved to the left to dodge. Ulrich then gave a thrust to Xana's chest who dodged it as well.

Xana swatted at Ulrich but he jumped over the attack. As he jumped over he tried to swipe at Xana vertically but the mad computer program blocked by putting his sword up. Ulrich swung with all of his might and knocked Xana's sword out of his hands. Ulrich then tried to bring his swords down when Xana used the palms of his gloved hands to catch the swords.

**"Did you believe that could harm me?"**

All of a sudden the Scyphozoa whacked Ulrich in the chest with its tentacles and knocked him across the room. Xana snapped his fingers and silently commanded the creature to fly across the room and grab Ulrich in its tentacles. Ulrich struggled to break free but the grip was too tight.

**"Now my Scyphozoa, squeeze the life out of him."**

"Not so fast, Xana!" shouted a voice.

Suddenly a ball of white glowing energy flew into the room and created a blinding flash that blinded Xana and his monster. This allowed Ulrich to escape the Scyphozoa and grab his swords. Ulrich quickly slashed Xana across the chest and sent him crashing into the wall.

"Franz Hopper? Is that you?" asked Ulrich,

"Yes, Ulrich. It looks like I came just in time." said the white orb.

Xana angrily flew at Ulrich with the Scyphozoa right behind him. Franz created another flash of light and vanished. Xana commanded the Scyphozoa to attack and released streams of red acid at Ulrich. Ulrich quickly dodged to the left and held out his swords.

"Thunder Blade!"

With a flash of blue light the Scyphozoa was once again forced to retreat. Xana smirked as Ulrich turned to him. He screamed as he was engulfed in light. Ulrich looked to see spikes come out of Xana's back, his hands turned into large metallic claws, and his legs were ripped open to reveal a mass of tentacles made of metal. Xana then swiped at Ulrich but he jumped and avoided the attack.

He kicked Xana in the chest but it had no effect. Xana threw Ulrich aside and he crashed into the wall. Ulrich got back up and jumped into the air. He slashed Xana across the chest. Xana tried to swipe him with his claws but Ulrich kept dodging.

"Now Aelita! Activate the program!" shouted Franz.

Back at the interface Aelita nodded and pressed her hand to the interface. Thousands of small white orbs of energy were released from Lyoko's Core and flew out of Lyoko. The monsters back in the Ice Sector looked in horror to see the white orbs coming. They tried to run but failed.

Each monster exploded as the orbs flew through the them. The Kolossus looked to the see the millions of white orbs fly through its body and it collapsed as its body was pierced. It fell on its back and it's lava made body hardened. Xana looked on his horror as the orbs flew into the room and ate away at his body.

He screamed as his body exploded into streams of data that was eaten away by the program.

* * *

Will looked on in surprise.

"Xana is dead."


	4. Chapter 4

Lord Maximus: I don't own Code: Lyoko.

Summary: It started with the final battle against Xana when a seemingly new foe appears out of nowhere. Now the gang must continue to fight when they discover the origins of Project Carthage.

* * *

Will looked at the monitor in shock. All traces of Xana and his Replicas had faded from the Digital Net.

"Xana. He's dead." muttered Will.

* * *

Hiroki and Sissy watched as all of Xana's monsters vanished.

"Did they do it?" asked Sissy.

* * *

Aelita looked around the now calm and quiet corridors of Sector 5.

"Did we do it?" asked the pink haired girl.

Ulrich looked around. He watched as a familiar white orb appear out of nowhere.

"Franz, did we finally defeat Xana?" asked Ulrich.

"All of Xana's Replicas have disappeared." said Franz.

* * *

Will quickly started the virtualization sequence and ran down into the scanner room. He ran into the scanner and waited as it virtualized him onto Lyoko.

* * *

Will looked around as he held his sword. He kept a calm face as he searched through the endless maze of Sector 5.

"Looks like Jeremy and Franz did their homework. Xana really is dead." said Will.

He slung his sword over his shoulder and walked ahead into the unknown.

* * *

Yumi sighed as they all sat outside the factory. Everyone looked up at the full moon.

"It's been ages since we've been able to relax." said the black haired girl.

She looked over to her friends and allies.

"So now what do we do now that Xana's dead?" asked Yumi,

"Don't know. I guess we just bring Aelita's father back into the real world and then we shut down the computer." said Ulrich.

"Well what about William's evil clone?" asked Odd,

"Let me handle him." said William.

"It should be easy to get rid of William's clone with Xana gone." said Sissy.

William nodded and they looked up to the moon again.

* * *

Will, the clone of William that was created by Xana, walked casually through the corridors of Sector 5. He wondered what he was supposed to do now. His master was deleted, the Replicas were destroyed along with him, and once the gang restores Franz Hopper he is gone as well. He had to find a way to live.

That was when he saw it. It was a symbol. It was the Eye of Xana upside down. That was odd.

Why would Xana's Eye be upside down? A sudden pulse interrupted his thoughts. The icon glowed bright blue that was so bright Will had to cover his eyes. What now?

_"So, Xana has died."_

That voice. Will could not tell if it came from the upside down icon, some hidden speaker, or inside his mind. He looked at the eye.

_"Now all life forms will be eliminated."_

Will glared at the eye.

"Who are you? Identify yourself." said Will.

_"My designation is Project Carthage."_

Will's eyes widened. Xana was created to guard and destroy Carthage. However when he betrayed Franz he occupied Sector 5 that everyone to believed to be Carthage. If Carthage wasn't the Sector than what is it?

Will looked to see Creepers appear and line up in front of the icon. They bowed and the Eye that served as Xana's icon changed. It was now upside down like the eye on the wall. Carthage's icon.

The room shifted. Walls shifted, pillars rose from the ground, the floor space was twice its previous size now, and there was a large hallway that opened directly to the outside.

_Designation: Will_

_Abilities: Smoke based abilities._

_Weapon: Zanbatou_

_I have need of your services._

Will snorted.

"And why should I help you?" asked Will.

_You and these monsters served my jail guard Xana for a long time and in the end you all failed. Now that Xana has been deleted you have no purpose left. Serve me and I will shall give you a new purpose. After all computer programs are obsolete and you know what happens to those who are absolete._

Will grimaced.

"Okay, but first tell me what exactly are you. I know Xana was sent to guard and destroy the forces of Project Carthage. But I thought Carthage was just the Sector."

_I am the Sector and I am much more._

Will sighed as he looked at the troops.

"Well, I guess I still need something to do. I'll take your job offer."


	5. Chapter 5

Lord Maximus: I don't own Code: Lyoko.

Summary: It started with the final battle against Xana when a seemingly new foe appears out of nowhere. Now the gang must continue to fight when they discover the origins of Project Carthage.

* * *

Aelita looked at the cats and dogs around the pet shop. It was Saturday so no school. She finally could relax. She looked at the counter to see Odd paying the owner.

The spiky haired boy had finally got all the items he needed for Kiwi and paid the owner. The cashier took and they walked out of the store.

"It sill amazes me that you always manage to sneak Kiwi's food past Jim." said Aelita,

"It's an amazing secret of mine." said Odd.

"And that is?" asked Aelita,

"If I told you it wouldn't be a secret now would it?" asked Odd, smiling at her.

She rolled her eyes and looked up at the sky. Jeremy had spent the last few weeks finding a way to materialize her father.

* * *

Will sat on the edge of the platform of Sector 5 casually with his sword right beside him. He watched the data streams come out of the blue orb and into the holes that connected to the other sectors of Lyoko. He watched as several Flying Mantas with Carthage's icon flew through the digital space. He looked up and turned to the interface.

"So, it looks like the program has been located. I hope Carthage appreciates the time and effort that was spent trying to bypass the barriers Xana set in place." muttered Will.

A white orb floated through the Ice Sector. Something wasn't right. His gaze looked around the icy wasteland and he would have sighed if he could. Something was about to happen.

* * *

"Launching Program." said Will.

That was when it happened. Bright blue orbs flew out of Sector 5 and into the Digital Sea.

"Those nano devices should do the job." said Will.

The orbs flew out into the calm and silent World Wide Network. That was when it happened. Throughout the sea appeared smaller copies of the virtual world known as Lyoko.

_

* * *

_

Excellent work, Will

Will looked up as he heard the familiar voice of Carthage.

_Stage one is complete. The information that was downloaded from the interface along with Xana's remnants has served its purpose._

"So now what?" asked Will.

_We need a DNA scan of my creator._

"Franz Hopper? Good luck. Xana made sure it could not be found." said Will.

_Than his offspring will do._

"I'll have to materialize into the real world for that." said Will.

_That will not be a problem._

With that said Will devirtualized.

* * *

Out of the scanners appeared a dark haired teen. He looked around and smiled evilly. He walked casually over to the elevator and pressed the button. As it headed for the lobby he wondered what Project Carthage had in mind.

Aelita and Odd walked back to school when they saw William waiting for them.

"Hey, Aelita. Principal Delmas wanted to speak to you about something." said William,

"Oh, okay. I'll catch up, Odd." said Aelita.

When Odd nodded and left Aelita turned to walk to the Principal's Office William stepped in her way. When she was about to ask what was going her eyes widened

when his eyes changed into a familiar icon. The Eye of Xana! Before she could do anything Will kneed her in the stomach and punched her in the head.

Will smirked as he picked her up and swung her over his shoulder. He ran towards the factory.

Odd was in the hall when he saw William and Sissy talking. He dropped the items he bought as he gasped.

"Hey, Odd, what's the matter?" asked Sissy,

"Didn't I just see William at the gate?" asked Odd.

"What are you talking about? I've been here all day." said William.

"If you were here than who was . . ." asked Odd.

All of them had a look of realization on their faces.

"Jeremy! Ulrich! We got a problem!" shouted Odd.

They ran out the dorms and followed Odd, William, and Sissy.

"What's going on?" asked Ulrich,

"Xana's evil William clone has kidnapped Aelita." said Odd.

"Looks like he's decided to finish what Xana started." said Ulrich,

"We have to hurry to the factory." said Jeremy.

Ulrich dialed Yumi's cell phone. She answered and Ulrich told her what was happening.

Will started the virtualization sequence and placed Aelita in one scanner and entered the other. His eyes shifted to Xana's icon again as he smirked. The scanners closed as the sequence started.

* * *

The others arrived in the factory just as William and Aelita were virtualized into Sector 5. Jeremy ran to the computer and looked at the monitor.

"They're both in Sector 5." Said Jeremy,

"Then fire up the scanners and send us there." Said Ulrich.

The others ran down to the scanner room and the first to go were Odd, Yumi, and Ulrich.

"Transfer Odd."

"Transfer Yumi."

"Transfer Ulrich."

"Scanner Odd."

"Scanner Yumi."

"Scanner Ulrich."

"Virtualization."

They vanished into a white light that took them to Lyoko.

* * *

Will used his Super Smoke to bind Aelita as he moved towards the platform.

"Laser Arrow!" shouted a voice.

Will turned his head and ducked as several golden arrows flew at his head. He smirked at the three Lyoko Warriors and summoned his blade in puff of black smoke. He tossed the unconscious Aelita into the wall and turned back to face the Warriors.

"So what are you doing, Will? Trying to avenge Xana?" asked Ulrich,

"Xana? Oh yeah, there was someone with that name. But he is of no concern to me anymore." Said Will.

He swung his blade and released an arc of purple energy. Ulrich jumped into the air and avoided the attack.

"Then why kidnap Aelita?" asked Ulrich as he pulled out his blades.

William swung his blade again and released a second energy wave. Ulrich ducked under it and charged at William. The evil clone rolled his eyes as he raised his sword. He swung his blade down but Ulrich blocked with both swords. The fight went on with slashes, blocks, parries, thrusts, yet none of them could land a blow on each other.

Odd and Yumi looked at the unconscious Aelita and tried to shake her awake. She looked up and saw the fight.

"Will? The clone of William that was created by Xana?" asked Aelita,

"Looks like it." Said Odd.

Will fired several more arc beams that knocked Ulrich back. The samurai got up and glared.

"Thunder Blade!"

He launched an arc of blue energy that flew straight at Will. The demonic clone held his giant sword in front of him and took the blast. His sword seemed to absorb the energy as Will held his blade like a baseball bat and then swung it. He fired Ulrich's energy wave back at him that was charged with his own arc beam.

Ulrich ducked as the arc beam flew over him and blasted the blue wall. Suddenly Will's foot smashed into his face and then he felt that giant blade slice through his body. He was devirtualized and forced to watch as Will turned to face the other Lyoko Warriors. Odd stepped up.

"Laser Arrow!" shouted the cat boy.

Will released a ball of smoke that caught the arrows in mid-air. Odd continued to fire however he stopped when he realized that it wasn't going to work. With a twirl of his hand Will directed the arrows to fly right back at their launcher. Odd tried to dodge but he was hit by his own projectiles and devirtualized.

Will smirked and turned to the last two warriors. Yumi threw one of her fans which was knocked away by a swing from Will's sword.

"Jeremy, hurry up and devirtualize Aelita." said Yumi,

"I don't think so." said Will.

Will released his black smoke that enveloped Aelita and threw her into Yumi. The two girls were sent tumbling across the floor and hit the floor. Will fired an arc beam and devirtualized Yumi. Aelita looked up to see a black cloud of smoke envelop her again and forced to watch as Will directed her to whatever destination he had in mind.

Will took her to the interface on the platform.

"Now this won't hurt a bit." said Will.

With a flick of his hand Aelita watched as her hand was lifted like a puppet on strings and touched the interface. She tried to understand what was going on when Will swung his blade and devirtualized her.

* * *

Everyone was gathered in the control room.

"So what did Will want with you, Aelita?" asked Hiroki,

"I don't know." said Aelita.

"We better hurry and find him to see what is going on." said Jeremy.

_That won't be necessary._

Everyone heard the voice. They looked around to try and find it but it seemed like it came from everywhere and nowhere at the same time.

"Who said that?" asked Ulrich.

_Why I did, Ulrich Stern._

"And how do you know my name?" asked Ulrich.

_I know many things. One example is that your body was stolen and possessed by Xana when he destroyed Lyoko's Core and your mind was forced to be placed in a virtual copy of your Lyoko form._

"Who are you? What are you?" asked Jeremy.

_I suppose I could introduce myself. You have all come so far and you at least deserve an explanation._

The holo-map suddenly changed. Instead of the map of Lyoko it showed an Eye. It was Xana's Eye except it was upside down.

_My designation is Project Carthage._

"What? The same Project Carthage that was meant to be destroyed when Franz Hopper created Lyoko and Xana." said Jeremy.

_The very one, Jeremy Belpois. Xana was created to guard me as you are well aware. In fact where it not for you all I would still be forced to hide from his radar._

"I don't understand. I thought Carthage was the sector that was the center of Lyoko." said William.

_It is and it's more. It is the digital grounds that witnessed mine and Xana's birth. As you are well aware Carthage was designed to disrupt enemy communications but it was also the first made attempt at creating a sentient program. The reason why Xana was created was because I was too advanced for a simple delete key. __Lyoko was designed to stop me from sending out more viruses as I was programmed and Xana was designed to act the way you designed your multi-agent system that destroyed him, Jeremy. _

_I am sort of a precursor to Xana himself if you think about it. I have evolved while watching your battles against Xana and just as he learned more about your human customs so did I._

Everyone stiffened. A new foe that was just as powerful as Xana?

_I thank you all for doing what I could not. Destroy Xana and now I can complete my purpose. Lyoko may have trapped me but what I learned from Will and what I salvaged from Xana's remnants I will be able to finish what he started._

"Remnants?" asked Yumi.

_Think of it as his corpse. Xana is dead but there is still some of his data that was left behind. He was a multi-agent system after all. After scanning his corpse I discovered the same kind of data that he used to create his Replicas. All I need is a few more tools and then I will be ready._

With that said Carthage's icon disappeared.


	6. Chapter 6

Lord Maximus: I don't own Code: Lyoko.

Summary: It started with the final battle against Xana when a seemingly new foe appears out of nowhere. Now the gang must continue to fight when they discover the origins of Project Carthage.

* * *

Everyone was gathered in the lab. Jeremy sat in the chair as he looked at the countless graphs, maps, charts, and the endless lines of code. It seemed everything was normal but it wasn't. No towers were active and there was no monster activity on the map.

Everyone waited as Jeremy opened a channel to speak to Franz Hopper. Jeremy picked up his headset and adjusted the volume. He opened a channel and spoke clearly into it.

"Franz? Are you there?" asked Jeremy.

"I am here." said Franz's voice over the headset.

"Franz, we need to talk. We just had a talk with Project Carthage." said Jeremy.

There was a moment of silence until Franz recovered.

"I see. So it has begun."

"What has begun? What is Carthage and what role did Lyoko and Xana have in this?" asked Jeremy.

"It all started when I had developed what was supposed to be a military communications program. The military had designed it to intercept all types of encrypted messages during the Cold War. However there was more to it than that. It was the first attempt to create a highly developed artificial intelligence program, precursor to Xana like what Carthage said.

I did not really care about the affairs of the military but when I had learned the true extent of Carthage's power I knew innocent lives would be in danger. The military planned to use Carthage to attack every electric facet of life in Russia. In order to stop Carthage I created Lyoko and created my own program that would counter and defeat Carthage. That was what led to the creation of Xana.

As for Lyoko it was designed as Xana's source of power and his test bed. You see Xana was the result of combining calculations of a computer with the thinking of a human being. Lyoko was necessary because of Xana was hardwired to it than the motherboard would have been fried. Lyoko and its towers is what separated Xana from the computer operations.

That was why he needed the towers to attack the real world." said Franz over the intercom.

"So that's why the towers were created." said Jeremy.

"Indeed, Xana surpassed Carthage in intelligence, speed, and power. However what I don't understand is why Project Carthage is still alive. The reason why I moved to the hermitage was because I needed a hiding place to design and test the supercomputer. It took me a whole year or would have if not for the trips to the past.

A whole year and it seemed that Xana carried out his function and destroyed Project Carthage." said Franz,

"According to what Carthage said, it was under Xana's radar up until we destroyed him." said Aelita.

"Indeed. Aelita, you should know something. When the military learned of what I had planned they kidnapped your mother. She decided to let herself be caught in order to give you and me time to escape. I could not convince her to reconsider.

When it happened we moved to the hermitage and I set out on my quest to destroy the military prized project. However they discovered us and you know what happened." said Franz.

"When we arrived in Lyoko we were attacked by Xana's monsters and you shut down the computer." said Aelita.

"No, Aelita. I could do nothing to shut down the computer. Xana placed it on standby mode and years later Jeremy discovered the computer. I tried to reason with Xana but he didn't even respond to me. I underestimated his sentience and lost control of him." said Franz,

"So how do you think Project Carthage survived after all this time?" asked Yumi.

"Well, either Xana didn't destroy it or it managed to survive. However I believe I think I know what happened." said Franz,

"What?" asked Ulrich.

"Project Carthage is a program that operates on the supercomputer much like Xana. It is possible that with all of the return trips to the past you made it not only doubled Xana's power but also Carthage. It is almost exactly Xana meaning it evolved by not only watching your fights but building its own code from the digital environment it resided in."

"So it was capable of learning?" asked Odd.

"Much like how Xana learned how to deal with human customs when he pretended to be Ulrich after possessing his body." said Jeremy.

"So, what did Carthage need with Xana's remnants?" asked Hiroki,

"I believe Project Carthage sought the Keys to Lyoko." said Franz.

"But weren't they destroyed along with Xana?" asked Sissy,

"It is possible that there were remnants of it left in what Carthage called Xana's 'corpse' and wanted to use that data the same way Xana used it." said Franz.

"The Replicas!" said Jeremy,

"That's right, Jeremy. Carthage might have learned everything it needed to know from watching your battles and with Xana's destruction there was nothing standing in its way." said Franz.

"So we went through all that trouble of trying to destroy Xana only to fight off another rouge program?" asked Ulrich,

"It seems so." said Odd.

"I never thought I would say this, but I might just actually miss Xana." said Ulrich.


	7. Chapter 7

Lord Maximus: I don't own Code: Lyoko.

Summary: It started with the final battle against Xana when a seemingly new foe appears out of nowhere. Now the gang must continue to fight when they discover the origins of Project Carthage.

* * *

The glowing white orb that was Franz Hopper floated in the Ice Sector of Lyoko. It floated over the Digital Sea.

"After all the suffering Aelita and her companions suffered at the hands of Xana a new foe replaces him. I need to discover why."

_That girl, Aelita, she in the only one who was able to deactivate the towers that were under the control of Xana, correct?_

"That's right." said Will.

He sat on a blue block in Sector 5 as he spoke with Carthage.

_Than its possible the same could be said for a tower that is under my control. We shall test her abilities once they decide to enter Lyoko again. The scanner drones I launched have downloaded their information. The data has had sufficient time to grow and shape itself to my specifications._

The Lyoko Warriors sat at their usual table as Jeremy walked in.

"So, Jeremy, any idea where my dad took off this time?" asked Aelita,

"He said there was something in the Digital Net he needed to investigate. I think it might have something to do with Carthage." said Jeremy.

"So what do we do now? Wait for Carthage to make its move?" asked Ulrich,

"Not really. I need time to relocate the docks so we can rebuild the Skid. It's not safe in Sector 5 anymore with Carthage on the loose." said Jeremy.

"Why so anxious to get back to Lyoko, Ulrich? Still mad that you lost to Will?" asked Odd, smiling.

"I am not!" said Ulrich.

"I knew it! You look like your head is going to explode!" said Odd.

Ulrich sent a death glare at Odd which he ignored.

* * *

Franz Hopper flew through the calm and peaceful Digital Sea as he headed towards whatever was calling him. He soon discovered a massive structure.

"A Replica!" said Franz.

_

* * *

_

My work has been discovered!

Will looked up at the sound of Carthage's voice.

_Franz Hopper. This is perfect. Now we can test the Lyoko Warriors._

In the Desert Sector of Lyoko a tower's aura shifted from to the same bluish white color that matched the data streams that closed the tunnels from Sector 5 from the other sectors. Sky blue had replaced white.

A specter flew out of the factory and spread all over the city. The last time a storm like this was seen was when Xana shot a specter into the sky as he stole the

Keys to Lyoko. However this was different. Both the attack and the entity controlling were not that of the Lyoko Warrior's familiar enemy.

This was new.

Everyone in Kadic Academy looked up from their lunch trays as the storm rolled in. That was when lightning flashed through the sky and a strange icon was seen. The lightning fell and scorched the ground in front of the cafe. Everyone jumped and panicked as the lighting got closer.

The Lyoko Warriors only had two words that were behind this storm.

Project Carthage.

While everyone was distracted they snuck out the back way and headed for the boiler room. They hid from the icon that was in the storm serving as the eyes of their new enemy. They ran into the boiler room and ran into the sewers.

"How did Carthage activate a tower without being detected by the super-scan?" asked Yumi,

"It must be using a signal that's different from the towers activated by Xana." said Jeremy.

"It looks like it wants to get rid of us with lightning." said William,

"Like that will work." said Odd, scoffing.

They grabbed their skateboards and through the sewers they sped as they approached the factory. They climbed out of the sewer and ran into the factory as Eye of

Carthage turned to them and released bolts of lightning around the factory. They ran into the elevator and pressed the code for the lab. Jeremy walked into the lab and sat at the computer.

"I just need a few minutes to adjust the super-scan and we should be able to locate the tower that was activated by Carthage." said Jeremy,

"Hurry, Jeremy." said Ulrich.

Jeremy spent the next two minutes typing fast and then the familiar beeping sound of the super-scan was heard.

"Activated tower in the Desert Sector." said Jeremy,

"Then fire up the scanners." said Odd.

Jeremy nodded as everyone headed down to the scanner room.

* * *

Soon enough everyone was back on Lyoko. They had never thought they would have to come back after Xana was finally defeated. They turned and saw a tower that had a glowing aura mixed with white and blue.

"That must the tower that Carthage activated." said Ulrich,

"You got that right." said a voice.

Everyone turned to see Will along with two Tarantulas flanking him. The usual logo that was on the back of their necks was now upside down as Carthage was now pulling the strings. Will held his long sword over his shoulder with one hand and smirked. William glared at his clone hatefully.

That smirk his clone was sporting was probably the same smirk he had shown his enemies when he was trapped here. It was exactly like Xana's smirk. No emotions what so ever but the need to choke the life out of whatever enemies he saw.

"Welcome back, to Lyoko everyone." said Will,

"We don't have time to deal with you, Will. Just get out of our way and let us deactivate the tower." said Yumi.

"I could but I won't." said Will,

"Then we will make you move!" said William.

He pointed his large sword at his evil duplicate while Will only allowed his smirk to widen just a bit.

"Come on, just give up. Let's not make a mess of this, shall we?" asked Will,

"You're one to talk." said Yumi.

Will smirked as he pointed his large buster sword at them.

"I tried to be nice. Seeing as we all managed to get some benefit with Xana of our backs." said Will.

The Tarantulas that flanked him sat up and aimed their cannons at the Lyoko Warriors. Will raised his hand and held his thumb before pointing it down. The Tarantulas fired their lasers. Everyone dodged or blocked the lasers and the fight was one.

Will released fired an Arc Beam at them and William ran forward. He yelled as he prepared to skewer his clone. Will smirked as the enemy charged at him.

"Oh, _please_."

The fight was one. Odd, Aelita, Yumi, and Hiroki fired their long range projectile weapons to take out the Tarantulas. Unfortunately the Tarantulas were not the only monsters in the Sector. A laser grazed Aelita's shoulder and they turned to see several monsters approaching them.

They were Crabs, Megatanks, and Tarantulas. Yumi resorted to using her aerobatics to dodge the lasers and throw her fans through a mid-flip. It hid one Crab's shell and devirtualized it. She caught her fans in time to block the lasers coming the other one.

Ulrich needed no trouble in dealing with his monsters. He had fought them long enough to know their strengths, weaknesses, and their blind spots. He blocked the lasers and slashed the front legs of a Crab off and then plunged his sword into the icon. He then turned and blocked with his other sword as another stream of lasers flew at him.

Sissy twirled her staff as she blocked more and more lasers coming at her. She ran forward and blocked a few more incoming lasers before she managed to get close and slash off the Tarantula's front guns and then plunged her staff into the icon. Odd fired his arrows but the Tarantulas kept on dodging and firing at him.

"This is ridiculous! I know Tarantulas are smart but I haven't managed to hit one yet." said Odd,

"We need to get Aelita to the tower. Hurry up and get her there, Odd." said Ulrich.

"Aye Aye, Captain!" shouted Odd, while saluting.

He grabbed Aelita and started leading her to the tower with all of the enemies seemingly distracted. Will blocked another strike from William and his gaze caught a glimpse of the two fleeing enemies with one eye on them and the other on his opponent. After noticing them heading to the tower Will decided to stop playing around. Will stepped back as William swung his sword again he held his hand out.

"Super Smoke!"

A black cloud of smoke hit William and lifted him into mid-air. He flung the original into a large rock and then turned to the two running for the tower.

"Super Smoke!"

His figure dissolved into a cloud of black smoke and flew at the two enemies. Odd and Aelita were close to the tower when a black cloud of smoke appeared in front of them and solidified into William. He swung his sword and released another Arc Beam. Odd grabbed Aelita and pulled her down with him as he hit the ground and the Arc Beam flew over them.

Odd held his arm out.

"Laser Arrow!"

A golden streak flew through the air but Will tilt his head and dodged it. It harmlessly flew into the tower and vanished. They stood back up and Aelita held out her hand.

"Energ Field!"

Will blocked the pink orb of energy with his sword and swung it back at her. Odd stepped in front of her and took the hit. He was devirtualized instantly. Aelita stepped back as Will stepped towards her.

Suddenly William jumped in front of Aelita and swung his blade again.

"Didn't I say I had better things to do than play?" asked Will,

"What's the rush?" asked William.

Will fired his Super Smoke again but this time William dodged it and swung his sword.

"I know all of your moves, William, because I _am you_!" shouted Will.

Will slammed the hilt of his sword into William's stomach and then punched him in the head. William hit the ground face first and rolled out of the way as Will swung his sword down.

"You always were the weakest of them all. That's why it was so easy for Xana to take control of you. You fought with the Lyoko Warriors for over month before you were captured and you still had not discovered your special ability. Face it, you're outmatched." said Will.

William looked at his smirking clone with hate.

"You're wrong!"

That's when William started to glow light blue. He threw his sword at Will and the clone ducked. Will smirked and pointed his sword at William to finish him when he felt something sharp hit him in the back. He looked behind to see William's sword piercing his side.

"What?!"

William held out his hand and the sword flew out of Will's side and returned to his hand. Will looked at the sparkling cut that covered half his back. He then looked at William with hatred. He swung his sword and released an Arc Beam.

William jumped over the beam and to his opponent's surprise suddenly flew through the air and landed on the side of the tower. Will looked on with shock before shrugging it off and attacked. William ran up the tower as he avoided more Arc Beams and then jumped off the tower. He landed on the ground and pointed his hand at Will.

It glowed blue before releasing a stream of energy that hit Will. The clone looked to see his body glow. That's when all of the monsters suddenly were lifted from the ground and sent flying at Will. The clone had a look of shock before he was hit by all of the monsters and sent off the edge into the Digital Sea.

Aelita ran into the tower and flew up to the upper platform.

AELITA

CODE: LYOKO

* * *

"That was so cool, William! What was that?" asked Hiroki,

"I wish I knew." said William.

"Given what happened, I'd say that William's ability are magnetic powers. All of the monsters were made of metal and William's power made his clone a magnet for them. William was also able to walk up a tower because it was made of metal." said Jeremy,

"Well, everyone we managed to win our first fight against Project Carthage. But we are nowhere done." said Ulrich.


	8. Chapter 8

* * *

Lord Maximus: I don't own Code: Lyoko.

Summary: It started with the final battle against Xana when a seemingly new foe appears out of nowhere. Now the gang must continue to fight when they discover the origins of Project Carthage.

* * *

A few days had passed since the Lyoko Warriors first battle with their new enemy Project Carthage. For whatever reasons though, the artificial intellegence hadn't launched a single attack in that time. Jeremy had wasted no time in trying to uncover the plans of their new enemy. He worked as hard as he could during the day and stayed up a few nights a week.

News of Franz Hopper discovering that Carthage had Replicas of Lyoko just like Xana did was disturbing. He did not spend time on researching the Lyoko Warriors' new enemy's strategy as he also worked on upgrading the Lyoko Warriors weapons and armor. The Lyoko Warriors were also always alert. Today the Lyoko Warriors were going to Sector 5.

Well a select few of them.

Ulrich rubbed his eyes as he looked at the clock. It was 11 p.m. that night at Kadic Academy and he looked to see Odd snoring on his bed.

"With all of the snoring he makes I am surprised he has never woken _himself _up before." muttered the chocolate haired boy.

He walked out of the room to take a simple walk. He heard a familiar typing sound which led him to the door to Jeremy's room. He knocked on the door and he heard a familiar voice.

"Come in."

He walked in and saw the familiar blond haired genius at the computer. The monitor showed the familiar maps and lines of code that showed him the status on Lyoko. No activated towers.

"Anything new?" asked Ulrich,

"So far nothing. Franz has gone into hiding since he believes Carthage will not take too kindly to him discovering the Replica. Tomorrow's a half day so I believe we can use that time to our advantage. We should send a group to Sector 5 to search for any hints of the Carthage's plot." said Jeremy.

"Than it's time for you to get some sleep since you're most likely going to need it." said Ulrich,

"I guess you're right." said Jeremy.

Ulrich walked out of the room as Jeremy stretched his limbs and headed off to bed.

* * *

"So I was think we could head to the factory today after class so I could send you all to Sector 5 to see if we can discover a hint of what Carthage is planning. What do you say?" asked Jeremy,

"Today? Sorry, Jeremy, but I got practice with the band today. Chris booked an appointment with me so I could meet the other members." said Aelita.

"When was the last time you practiced with them?" asked Yumi,

"Two weeks ago before we first encountered Project Carthage. Back then I could make time." said Aelita.

"Milly and Tamiya are interviewing me for an article on relationships." said Odd,

"What makes them think you have good advice on relationships?" asked Ulrich.

"Oh, because I happen to mention time and time again how you two not kooking up yet." said Odd.

"Odd!" shouted Ulrich/Yumi.

"Students, gather around, I have an important announcement to make." said Mr. Delmas.

"So what is this supposed to be again? Any of you guys have any idea why we were called here in the first place?" asked Ulrich.

He was addressing Yumi and William. Jeremy had some important business to take care of. As for Aelita she was given permission to head to where she was supposed to meet Chris.

"It's the same as always. Some 'important announcement' that could be about anything." said Yumi,

"I just hope it's better than the last one. Never in my life as my teeth ever clattered at the sight of dental equipment." said Odd, sitting beside them.

"Dental equipment? Come on, Odd, I know no one likes going to the dentist but it couldn't have been that bad." said William,

"Don't knock until you tried it." said Ulrich.

"Now students, if you can all remain silent I can begin." said Mr. Delmas.

The students continued to chatter away, ignoring their principal.

"Students if you all would please . . ."

He found he was still being ignored. Jim walked up beside his boss.

"EVERYONE QUIET DOWN!"

That's when everyone was silent. Odd had his hands in his ears to take out the ringning in his head left by Jim's shouting. Jim smiled and saluted his principal who had pulled his finger out of his ears and looked across the room. Everyone was silent.

"Now, here at Kadic Academy we pride ourselves in those that work hard and achieve in the field as they are prepared for the working world. And in all of my years as principal I have never seen such a young prodigy as one of our students. That is why I like to present this award to Jeremy Belpois!"

It was at this moment that Jeremy Belpois walked onto the stage while waving his hand at his friends as the other students clapped their hands.

"It's a real honor, sir." said Jeremy.

Mr. Delmas walked to a table and picked up a green emerald statue in the shape of a Chinese dragon.

"I present this emerald dragon which is a prized possesion at this school. I trust you to handle it well and continue to excel in the field of success." said Mr. Delmas.

* * *

"Well for once today's assembly was surprising." said Ulrich,

"I know." agreed Odd.

"Why didn't you tell us that you were getting an award, Jeremy?" asked Yumi.

"It would have spoiled the surprise." said Jeremy, wiping the Emerald Dragon with a napkin.

"Have you made any progress with finding Project Carthage's plans?" asked Yumi,

"Actually, I got a group of volunteers that should be ready. Sure you guys can't make it?" asked Jeremy.

"Sorry." said Yumi/Odd.

"Transfer Ulrich."

"Transfer Sissy."

"Transfer William."

"Scanner Ulrich."

"Scanner Sissy."

"Scanner William."

"Virtualization!"

The rings in the scanner moved around the recon group as they spun. Finally a gust of wind blew through their hair as they were engulfed in a blinding white light. The now digitized warriors landed in the blue arena that was Sector 5. The doors soon opened and they ran through the maze.

_"Now head to the interface, everyone. Once you get there you should be able to get a look at Project Carthage's material data."_

"Roger, Einstein." said Ulrich.

They ran through the maze with surprisingly no signs of resistance. Ulrich along with Sissy and William reached the interface and Ulrich placed his hand on it.

"So what now?" asked Ulrich.

_"Search for anything you think would be important, Ulrich."_

What they did not know was that their little recon for more data did not go unnoticed.

* * *

In Jeremy's dorm a black specter flew around the Emerald Dragon. It started to glow as it seemingly came to life and flew out of the dorm. Jim looked behind him to see a dragon fly at him.

* * *

Jeremy looked at the monitor to see a familiar beeping sound.

"Everyone, there's an activated tower in the Forest Sector. Looks like Carthage doesn't what us peaking through its data." said Jeremy.

_"You know what to do Einstein."_

The three vehicles appeared in front of them and they took off. Ulrich was on the Overcycle, William was on the Overboard, and Sissy took the Overwing. They waited as Jeremy opened the tunnel to the Forest Sector and took off.

"Thanks for the interview, Odd." said Milly.

She and Tamiya left the room when there was a screaming sound.

"JIM'S BEEN TURNED INTO A ZOMBIE!"

They looked to see Jim with his his glazed over and there was the familiar icon of Carthage. He reached out and touched Milly and Tamiya and they suddenly dropped their heads and looked at Odd.

"Zombies? Come on, Xana already pulled that trick and he's dead, Carthage." said Odd.

Even though it had been a short while almost the whole school was infected by Emerald Dragon possessed by Project Carthage. The only ones that were not infected were Yumi, Odd, and Hiroki. They were chased into the auditorium and took refuge on the stage.

"Looks like Carthage means business." said Yumi.

_

* * *

_

"Two Tarantulas up ahead!"

As soon as the monsters came in sight the Lyoko Warriors were forced to dodge endless streams of lasers. Ulrich pulled out his swords and focused.

"Thunder Blade!"

Ulrich unleashed an arc of blue lightning that immediately fell the two virtual beasts. He immediately ran into the tower.

"This was too easy." muttered Ulrich.

He placed his hand on the screen.

ULRICH

CODE: LYOKO

The tower changed from its blue color back to white.

_

* * *

_

Excellent. The tower was the perfect way to aquire the DNA scan of Ulrich. Now we can begin the next phase of my plan.


	9. Chapter 9

* * *

Lord Maximus: I don't own Code: Lyoko.

Summary: It started with the final battle against Xana when a seemingly new foe appears out of nowhere. Now the gang must continue to fight when they discover the origins of Project Carthage.

* * *

In the Ice Sector of Lyoko Aelita Hopper aka Aelita Stone sat on an icy boulder overlooking the Digital Sea. She sat and waited for her father to return. It had been sometime since she had step back into Lyoko again after last week's attack by Project Carthage. They had returned to Sector 5 to recover some insight on Carthage's plans. To the Lyoko Warrior's disappointment the mission ended in failure.

William and Sissy lost all of their life points while Ulrich was searching for valuable information. Her father had decided to investigate the Digital Network for any strange activity since the discovery of Carthage's Replica a few weeks ago. Later everyone had decided to meet Franz in the Ice Sector as he searched the internet for anything strange. Odd was tossing icy rocks into the Digital Sea to see it splash.

Ulrich and William were sparring while Hiroki was cheering for them. Yumi stood and looked over the icy wasteland while Sissy was twirling her staff in her hands.

"Any sign of him?" asked Yumi,

"Not yet. I wonder if he ran into trouble." said Aelita.

"He's not the type of person to run into trouble, Aelita. Remember how long he was on the run and hiding in the network when Xana was hunting him? Or how we all thought Xana finally destroyed him when he brought Ulrich back?" asked Yumi.

Aelita nodded at her words and looked back to the Digital Sea. She looked down with a solemn expression at the sea.

_"Everyone. I don't know if the computer is freaking out or not but I am picking up multiple enemy signatures coming your way. Fast!"_

The group looked around now wide and alert. Odd cocked his arrows, Ulrich and William held their blades tightly, Aelita prepared herself, Yumi pulled out her fans, Hiroki kept his eyes moving, and Sissy twirled her staff. It was at that second they heard a buzzing sound. They saw a gigantic shadow that swallowed the ground as it moved towards the group.

It was a massive swarm of Hornets. They also heard the familiar whirring sound of approaching mechanical digital monsters. They looked behind them to see a hoard of Bloks and Kankrelats marching towards them while charging their lasers. They looked to see a black cloud of smoke moving towards them on the ground.

Will, the clone of William that was created by Xana, sprouted from the cloud of smoke while brandishing his large sword. Ulrich leveled his swords at his virtual foe.

"What do you want, Will?" asked Ulrich,

"It's not what I want, Ulrich. It's actually Carthage wants. It seems you guys are getting a little too close to it for comfort. Needless to say I was sent to make sure Carthage succeeds at what Xana failed to do." said Will.

"Develop a charming personality?" asked Odd.

Will rolled his eyes.

"I'll say this only once. Stand aside and surrender. Otherwise the results will be catastrophic for you." said Will,

"Seen it, heard it, lived it. Here's my answer. Laser Arrow!" shouted Odd.

Will extended his hand and released his black smoke powers that stopped the stream of arrow like projectiles from hitting his body. He pointed the arrows back at the Lyoko Warriors. He sent them flying back. Ulrich and William blocked with their swords while the others were hit by the fast projectiles.

"Attack!" shouted Will.

The entire attack force fired their lasers. Everyone was forced to take cover as the endless stream of lasers lit up the Ice Sector.

"We need to split up the attack force! Triplicate!" shouted Ulrich.

He ran out from his boulder and split up. The monsters trained their weapons on the samurai and his duplicates but Ulrich was fast. By the time the monsters had charged their lasers the three Ulrichs had already swung their blades and slashed through the groun forces.

"Jeremy! Overboard!" shouted Odd.

He jumped onto the purple board took off. He used one arm to use his shield and pointed the other to fire his arrows. He unleashed a stream of Laser Arrows that flew into the cloud of Hornets and destroyed any insect like monster the arrows hit. Aelita fired her energy field that made it easier to take out the air resistance.

Yumi threw her fans that sliced through a couple of Hornets while her brother used his fire ability to blast the few Bloks and Kankrelats that were left. However Hiroki was caught in a cloud of black smoke and sent into the wall with such force he was devirtualized. Odd blasted Kankrelat after Kankrelat with his Laser Arrows as the air force was nearly gone. However he was hit by a black cloud of smoke and sent off his board and into the Digital Sea.

Luckily Aelita fired her Energy Field and hit Odd just as he was about to hit the Digital Sea. Yumi turned and faced Will. He wore a smug look as he held his sword over his shoulder with one hand. Yumi held both of her open fans in her hands as she glared at him.

He charged at her and swung his blade horizontally which Yumi caught with both of her fans. She then spun around and elbowed him in the back. Will lost his balance but manage to duck his head as Yumi attempted to slash him with one of her fans. Will kicked out one of his feet and managed to trip Yumi and sending her falling to the ground.

Will stood up and swung his sword down. Yumi rolled out of the path of the sword as it left small crater on the ground where it hit. Yumi threw one of her fans which missed Will's head by a few inches. He swung his blade at her again when another sword blocked his.

He looked to see Ulrich and William glaring at him. With a combination of Ulrich's speed and William's strength both fighters sent Will skidding across the ground on his back. He looked up and glared at the assembled Lyoko Warriors. Only Odd and Hiroki were devirtualized.

Will glared and held up his sword. The sword was engulfed in a black misty aura and the Eye of Xana on the hilt started to glow red.

"Dark Viper!" shouted Will.

Will's sword gathered energy until he released into a fiery stream of light that flew at the Warriors. William stepped in front of the other Lyoko Warriors and held his sword in front of him to take the blast. He yelled as the attack incinerated his sword and devirtualized him. The others jumped out of the way of the attack in time as it neared them.

"Seeing as you guys ignored my warning I guess we'll do things the hard way." said Will.

He disappeared into a cloud of black smoke.


	10. Chapter 10

* * *

Lord Maximus: I don't own Code: Lyoko.

Summary: It started with the final battle against Xana when a seemingly new foe appears out of nowhere. Now the gang must continue to fight when they discover the origins of Project Carthage.

* * *

Yumi lay down in her bed and stared at the ceiling. For a long time she imagined what it was like to have a normal life. She imagined herself and her friends finally having one when Xana was destroyed. She was so sick of lying and keeping secrets.

Now they had to deal with Project Carthage. As she lay in her bed a dull pain suddenly rushed to her head. She grabbed her head as the pain started to intensify very quickly. She squeezed her head as she groaned in pain.

She looked over her room and her eyes rested on her computer. She fell off her bed and rolled on the floor. As the pain started to increase she continued to roll on the floor. She suddenly stopped and closed her eyes.

It looked like she blacked out for a few seconds and then she stood up. She looked at her computer and walked over to it. She sat down and turned it on. After a few minutes of waiting she started to type.

It looked like she was free from the pain.

"Excellent. Everything is ready. Now all that is left is to wait for Project Carthage to make her move." muttered the black haired girl.

With that said she switched off her computer and walked over to her bed. The hard look on her features faded as she gasped for air and collapsed head first into her bed. Not aware of the mysterious presence that had controlled her.


	11. Chapter 11

* * *

Lord Maximus: I don't own Code: Lyoko.

Summary: It started with the final battle against Xana when a seemingly new foe appears out of nowhere. Now the gang must continue to fight when they discover the origins of Project Carthage.

* * *

Will walked walked through the bright blue corridors of Sector 5. As he walked he sometimes wondered how digital beings like Xana and Project Carthage were able to stand living in such a place. The sector was strange enough to drive others mad. The entire structure was constantly shifting.

Blocks, pillars, columns, beams, and bridges shifted endlessly. He walked into a large chamber and noticed the countless glowing screen on the walls. There was also two rows of pillars that led up to a pedestal that held a white glowing orb which held Carthage's icon. The icon was glowing light blue.

"I fought the Lyoko Warriors like you asked of me. Several times in fact and still you have not done anything that could get them off our backs. Is there even a plan going on here?" asked Will.

_There's no need to be so impatient, Will. I will indeed keep my word._

"And how do you plan to do that?" asked Will.

_It's actually very simple. Just watch and you will see._

With that said the icon of Carthage glowed bright blue. Walls shifted, pillars rose from the ground and the very floor shifted and disappeared as it fell to the lower levels. Now the room was supported by three bridges that came together and led right up to the pedastal.

In the Forest Sector a tower that was glowing white was replaced by light blue with white streaks. The shifted with pulsations only this time the pulsations kept on getting louder and harder until the most unexpected thing happened.

The tower exploded.

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_Download character design_

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_Create New Character Design_

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_Launch Program_

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Will looked on in shock and awe at the glowing orb that was his new boss. The orb convulsed as it glowed bright white and started to shape itself. It formed into a roughly human shape. Two arms, two legs, a torso, and a head.

The icon which served as the symbol of Carthage was absorbed into the chest of the still forming shape. The figure began to move and test its new form as it was still completing its process. The white light began to fade and Will could see what looked like skin. The eyes were colored sapphire and seemed to glow. Blue robes befell the body and hair fell across the face.

The light faded and there stood Project Carthage in its new form. The form it chose was that of a young female that was perhaps around the same age as Yumi. Her skin was pale and she wore blue robes which were the same color as the sector she controlled. Her long white hair extended down to her waist and on her feet she wore simple sandals.

Her face had similiar features to that of Yumi but her hair was white and long instead of black and short.

"Carthage?" asked Will,

"Why, yes, I am Project Carthage." replied the new virtual humanoid.

"So, now what?" asked Will,

"The extinction of the human race." said Carthage.


	12. Chapter 12

Lord Maximus: I don't own Code: Lyoko.

Summary: It started with the final battle against Xana when a seemingly new foe appears out of nowhere. Now the gang must continue to fight when they discover the origins of Project Carthage.

* * *

The night was quiet.

Deep in the factory the Lyoko Warriors were in the lab once again as Jeremy researched the information brought to them by Franz Hopper. The monitor was filled with digital codes, maps, and various other types of information. Jeremy was always staying up late especially after discovering the digital realm known as Lyoko. He had worked long and hard.

First was to materialize Aelita into the physical realm. After that he stayed up late at night to discover an 'anti-virus' to sever the link between Aelita and supercomputer. The next hard working objective was to find a way to materialize into Sector 5 directly. The next objective was building the Skidbladnir to track their virtual nemesis.

Jeremy's long list objectives then led to trying to reunite Ulrich with his physical body. All of these objectives were complete but like always there was always another one to work if they wanted to keep their world safe and hopefully return to the life of a normal student. The current objective was to uncover the plans of their virtual nemesis, Project Carthage. That was when it happened.

A tower was activated in the Ice Sector.

"Everyone, we better hurry before our world is affected." said Jeremy.

"So what's the plan?" asked Odd,

"We'll handle the usual way." said Ulrich.

Everyone headed to the scanners and for transportation into the digital realm.

--

Three figures solidified in the air and landed on the virtual ice that made up the Glacier Region. Ulrich, Odd, and Yumi waited as Jeremy virtualized their other friends and comrades to their location. Odd cocked his arrow launcher as his tail twitched with excitment. They watched as Aelita, Sissy, and William were virtualized and landed on the icy ground.

William held his massive sword over his shoulder with one hand. Sissy looked down to see her staff still strapped to her leg. Hiroki landed in front of them and they looked to see a glowing bluish white tower in the distance.

"Looks like we don't need a vehicle to get close." said Yumi, brandishing her fans.

In their countless encounters with Xana and Project Carthage they hald always come close to a tower only to be ambushed by digital monsters. It looked like this time they were lucky. There were no monsters in their line of vision. They spotted the tower soon enough.

That was when their luck ran out.

A large amount of monsters stood covered a small distance between them and the tower.

"Jeremy, how many monsters?" asked Aelita.

_About fifty monsters. There are about ten of five different monsters. So far ten Kankrelats, ten Crabs, ten Hornets, ten Tarantulas, and ten Megatanks._

"You can't be serious!" said Yumi,

"That many monsters?" asked Sissy.

_Project Carthage must be planning something big. Aelita and Ulrich have to get to the tower and fast before Carthage can execute its plans._

Just as Jeremy finished speaking a Kankrelat turned its head and spotted the Lyoko Warriors. It took only a second before it charged its laser and prepared to fire. Just as the first shot flew all of the other monsters noticed the warriors and began to move in their directions while charging their weapons.

"We've been spotted!" shouted Hiroki.

They jumped out of the way as the first wave of lasers flew at them.

"We just need a clear way to the tower. All we have to do is split up and divert some of the monsters away from us." said Yumi.

They sprang into action immediatly. Ulrich and William twirled their swords rapidly in their hands. Up, down, across, in any direction to block the incoming lasers. Ulrich deflected two shots and ducked under a third. For now all he could do was defend.

William held his giant sword in front of him which blocked even more lasers more than Ulrich's swords as his was larger. Yumi rolled to one side and then holding up one arm released a disk from her launcher. The flying blade flew through the line of monsters and sliced through a Kankrelat with a small explosion. A second disk launched from Yumi successfully clipped one of the legs of a Crab.

All of this happened in an instant.

Odd side-stepped a laser and then ducked under another. Raising his arm he launched a laser arrow towards the enemy hoard and then back-flipped to avoid another enemy projectile. While in mid-air he fired another arrow that successfully hit a Kankrelat. Odd landed in time to see the enemy monster shatter into deletion.

Sissy twirled her staff in her hand as she blocked laser after laser as she charged the enemy group. She jumped in mid-air and plunged down into the enemy group. However just as she was about to stab a Crab she was cut off by a blast from a nearby Megatank. Aelita used her wings to fly towards the tower hoping to get there in time when three Hornets flew after her.

She moved through the air dodging laser after laser. She twisted her body and flung two of her Energy Fields back at her pursuers in retaliation. Hiroki tripped as he ducked under a stream of laser fire. Yumi looked back and launched a disk at the Crab that cornered her brother.

It missed and only served to divert the monster's attention away from her brother. She gritted her teeth as a laser hit her leg forcing her onto one knee. She rolled out of the way again and fired another disk. The monster charged its laser when a golden streak flew on top of it and landed on its shell.

Ulrich plunged his sword into the Eye and jumped off as it exploded.

The next thing that happened was unexpected. The group of monsters split in half with one group still guarding the tower while the other half moved and surrounded William, Hiroki, and Sissy.

"Why are they going after them?" asked Ulrich,

"I don't know." said Yumi.

She fired another disk at a Kankrelat but it jumped out of the way. Hiroki was using a flame shield to try and block the incoming lasers. But the more he tried the more ability ate away at his life points. Sissy and William tried to defend but they were reduced to jumping and dodging laser after laser.

That was when the second most unexpected thing of the day happened.

The monsters ceased their attacks. Everyone looked in awe and confusion as they stopped and stood still like statues.

"Now what?" asked Odd,

"I am getting a bad feeling about this." said Ulrich.

"We better hurry and make a run for the tower before they start-up again." said Yumi.

The others nodded and turned to the tower only to stop after a few steps. They looked on to see what was probably the third unexpected surprise. A digital humanoid approaching them from the tower.

"Who's that?" asked Hiroki,

"I don't know." said William.

The virtual humanoid was revealed to be a female that was no taller then Yumi. Her body was covered in blue robes with hints of white in certain sections and her hair was white. Her pale face revealed two sapphire blue eyes and she wore a sincere smile across her lips.

"Yumi, Odd, Ulrich, Aelita, Sissy, Hiroki, and William. So glad to meet you all in person." said the girl, stopping in front of them.

Everyone's eyes widened.

"Project Carthage!" gasped Aelita.

The teenaged girl spread her arms out.

"The one and only. " said their newly seen foe.

She smirked at them. Each one of them had their weapons ready incase of attack.

"What are you planning?" asked Ulrich in a demanding tone.

The girl simply held a hand to her mouth and giggled.

"Straight to the point are we, Ulrich? Very well. Right now, as we speak, I am preparing for the dawn of a new world.

For so long humans have slowly killed the planet they were born on. They kill themselves and shrug it off like it was nothing and for the most pathetic reasons. you could say that I am simply finishing what my jailor, Xana, started." said Carthage,

"That's where you're wrong. You are not going to succeed." said Yumi.

Carthage let out a soft small laugh. Everyone watched as Carthage started to laugh louder and louder.

"What's so funny?!" shouted Yumi.

"You." whispered Carthage.

She pulled her arms back and cupped her palms together. A white spere of energ formed bwtween her hands. She smirked and shot it towards them.

"Look out!" shouted Aelita.

Everyone ducked and hit the ground as the sphere flew over them and exploded on contact with an icy boulder. Everyone got up and looked at Project Carthage as she stood there simply watching them.

"You're going down!" shouted Hiroki.

Everyone spread out and surrounded Carthage. She sighed at them.

"You're making this too easy." said the female AI.

A wave of white enery with blue streaks surged up around her. Ulrich's eyes widened.

"Everyone, move!" shouted Ulrich.

Carthage's eyes started to glow white.

"WHITE OBLIVION!"

A surge of energy came streaking out of her body and struck down Sissy, Hiroki, and William. The remaining warriors had looks of shock imprinted on their faces. In only one attack three of their comrades were defeated.

_"No way!"_

"What's wrong, Jeremy?" asked Aelita.

_"The status cards for Sissy, Hiroki, and William were deleted just when their life points hit zero!"_

"WHAT!?"

Carthage let out a small giggle.

"That was my special attack. White Oblivion has the ability to not only devirtualize opponents in one attack it can also delete anyone's status from the supercomputer."

Everyone now had uneasy looks on their faces. Carthage giggled and Will appeared behind her.

"I have had enough fun. Do it." said Carthage.

Will nodded and ran into the tower.

"Jeremy, Will just entered the tower." said Yumi.

Will flew to the upper platform and placed his hand on the invisible screen.

CODE: CARTHAGE

"Now the fun really starts." said Carthage.

Everyone felt the ground shake and the bright bluish glow that surrounded the tower started to intensify.

"Look!" shouted Aelita.

They looked to the sky to see objects starting to materialize into Lyoko.

"Jeremy, are you seeing this?" asked Odd.

--

"I see it and I am trying to scan it . . ."

What Jeremy was about to say next was cut off when he vanished into a black cloud of smoke. He screamed as it engulfed him and in a flash of light he was gone.

--

The objects came closer and their shape was clearer. The Lyoko Warriors gasped when they realized what they were looking at. Buildings, cars, and people that were sucked from the real world into Lyoko. They were all frozen in mid-air and the Eye of Carthage was seen on their foreheads.

Yumi sobbed when she saw her brother and parents floating there. Aelita gasped in horror when Jeremy appeared.

"What's happening?" asked Aelita, looking like she was about to cry.

"That would be me." said a voice.

They looked towards the tower. Carthage just stood there with a satisfied look on her face.

"Is something wrong? You all look so sad." said their foe in a sweet mocking tone.

"Die!" shouted Odd.

He fired arrow after arrow but all Carthage did was hold up her hand and the arrows stopped in mid-air.

"I would love to stay here and play but I have a world to virtualize and a human race to extinguish." said Carthage.

In a flash of white light she and William vanished.


	13. Chapter 13

Lord Maximus: I don't own Code: Lyoko.

Summary: It started with the final battle against Xana when a seemingly new foe appears out of nowhere. Now the gang must continue to fight when they discover the origins of Project Carthage.

* * *

Deep with in the blue colored hue of Sector Five the artificial intelligence that controlled it sat in a large chamber. In front of her was countless glowing screens that showed pieces of the real world manifesting themselves into Lyoko. She smirked as the Statue of Liberty appeared in the Mountain Sector. The chamber looked like a church type room with blue colored columns in two rows leading up to a throne.

On the throne sat Project Carthage comfortably as she observed the digital realm. More and more pieces of the real world were appearing in Lyoko with each second. Thanks to Will she had gained complete control of the supercomputer and Lyoko.

"Well, it seems congratulations are in order, Will." said Carthage.

Will stepped out of the shadows and looked up at the AI.

"Whatever you say. But I think its time for a change." said Will.

Carthage raised an eyebrow.

"You're just like Xana, the only difference was that you created your body from the data from those punks while Xana got his body from possessing the samurai. I am getting tired of playing the puppet. So now things are going my way!" said Will.

He raised his sword and it glowed bright.

"Arc Beam!" shouted Will.

Will swung his blade with all of his might and let loose a wave of purple energy that flew at Carthage.

"Pathetic . . . White Oblivion!" shouted Carthage.

Her figure glowed an eerie shade of white. She released a wave of white energy that broke through Will's attack. Will could only gasp in shock and fear as the wave hit him. He screamed bloody murder as the energy wave cut through him and his body was ripped apart into streams of data.

Carthage raised her hand at the now deleted Will and the streams of data that was left behind gathered itself up and was absorbed into her. She simply smirked and sat back down on her throne.

"One down, four more to go." muttered Carthage.

She looked at the screen as it showed the Lyoko Warriors. She raised her hand as an invisible screen appeared in front of her.

S-C-I-P-I-O

* * *

The Lyoko Warriors panted as they ran through the Ice Sector. They looked on in sadness at the people and buildings that were virtualized into Lyoko and frozen in time. The icon of Carthage flashed and pulsed on the foreheads of the virtualized humans showing that they were under the control of the AI responsible for all of their trouble.

"This is no good. Without Jeremy we can't get to Sector 5 so we can stop all of this." said Yumi.

She sat on the ground and pulled her knees to her chest. Ulrich sat down and wrapped an arm around her shoulders in an attempt to comfort her. Aelita gripped her left arm with her other hand as she looked on. That was when a familiar shining orb appeared in sky and floatet down.

"Look! The Transport Orb!" shouted Odd, pointing up.

He pointed up just as Ulrich and Yumi stood up. The orb closed over them and vanished inside. They soon found themselves in the Arena.

"That's strange. Why aren't the walls and ceilings moving?" asked Odd,

"Carthage is messing with Lyoko's programming. We better hurry and get to the core of Lyoko fast." said Aelita.

Project Carthage watched as the Lyoko Warriors ran through the blue corridors of her domain.

"Ready or not, here I come."

* * *

"I knew this was too easy!" shouted Yumi.

They had entered a large room where they were attacked by wave after wave of Kankrelats and Creepers. They jumped to avoid the hail storm of lasers that flew at them. Ulrich and Yumi blocked the incoming lasers while Odd and Aelita fired back at the unending hoard hoping to decrease the enemy numbers.

"How can we handle this?" asked Odd.

He kept on firing but for every monster he destroyed two took its place. Aelita suddenly got an idea and ran up to Yumi.

"Yumi, get ready to use your telekinesis." said Aelita,

"What good will that do?" asked Yumi.

"Just do it!" snapped Aelita.

She obeyed and Aelita grabbed Yumi's hand as she started focusing her powers. Suddenly every monster in the room was lifted into the air and was crushed instantly. Yumi dropped her hand and looked at Aelita in amazement.

"How did you do that?" asked Yumi,

"I have no idea." said Aelita.

They heard a clapping sound. The gang turned around to see the source of the sound. On a blue colored throne sat Project Carthage smirking down at the group. They pointed their weapons at her while all she did was smile.

"Well, well, well. Looks like the gang's all here." said the AI, chuckling.

"It's over, Carthage. Give up and we'll spare you." said Ulrich.

Carthage giggled while holding a hand over her mouth.

"Forgive me if I disagree. From my point of view you are in a world of trouble." said Carthage.

A wave of white energy enveloped her and they soon vanished leaving Carthage floating in the air. She wore white armor with blue trims that covered her chest, forearms, and shins. Underneath her armor was a light blue shirt and leggings covered her body.

"Let the fun begin!"

She floated into the air and smirked down at the warriors. She pounded the ground with her fist and sent everyone flying and pieces of the floor came off. In quick succession Carthage fired multiple white beams at the group, making them dodge each time. When the beams hit a piece of the room nothing remained.

Ulrich immediately ran at Carthage and tried to swipe at her with his swords. He swung again and again but each time his swords missed. Carthage jumped back and hovered in the air. She then shot out a ball of white energy at Ulrich.

Ulrich held his swords out as the blast hit him dead on. He emerged from the blast without a scratch and charged again. He swung his blades as they glowed blue.

"Thunder Blade!"

The large blue arc of energy raced towards Carthage who stood her ground. As the attack was about to hit and the attack stopped inches from striking her. With another wave of her hand Carthage dispersed the lightning blue energy wave.

"Is that the best you have?" mocked Carthage.

Instead of responding with words Ulrich attacked with endless sword thrusts. However none of the attacks hit Carthage who still managed to dodge each blow. Carthage raised her hand and a wall of unseen energy hit Ulrich and sent him back.

"This is too easy. Begone, insects." said Carthage.

She raised her hand and sent out an invisible force at the Lyoko Warriors. They were sent flying back and hit the wall hard. Carthage than appeared in front of Ulrich.

"You go first."

She put her hand iin front of Ulrich and a swirl of white energy appeared in her palm. It blasted out of her hand and headed towards Ulrich. The samurai reacted by swinging his sword and the attack was reflected off his blade and back at Carthage. However Carthage reflected it back at him as well and soon enough it was a dangerous game of tennis.

Moments later Carthage mistimed her attempt to reflect the blast back and was it by her own attack. She dropped to the ground stunned. Ulrich and the others than ran up to her and attacked. Odd, Yumi, and Aelita fired at her with arrows, disks, and energy fields while Ulrich slashed away at her. Carthage retalliated by slapping Ulrich off his feet,

"Ulrich!" cried Yumi.

She tried to run to him but Carthage grabbed her arm.

"Sorry, but you're not going anywhere." said Carthage, spueezing her arm hard.

Yumi gasped as she fell on one knee.

"Poor, Yumi. It must be frustrating being so weak. Falling into the Digital Sea so many times only to be saved by sheer luck. Failing to save Ulrich's body when it destroyed Lyoko's core. Poor, poor Yumi." said Carthage, smirking down at her.

Yumi muttered something that was not heard.

"I'm sorry. What did you say?" asked Carthage in a sing song voice.

"Let . . . Me . . . GO!" roared Yumi.

Her face shot up and her eyes were now glowing red. Carthage was takn by surprise as Yumi delivered a massive uppercut that sent her flying through the air. She hit the wall and left a giant hole in the wall with cracks everywhere. Everyone stared at the hole and Yumi.

That was when Carthage erupted out of the hole with her eyes glowing white. She roared and dived at Yumi. The geisha flew upt to meet her with her eyes blazing red. Ulrich got a good look at those eyes.

He had seen them before.

Yumi and Carthage fought with punchs, kicks, beams of light, and disks that glowed red.

"Give up, Yumi. You can't win." said Carthage.

She fired a white sphere at Yumi but Yumi formed her own red glowing sphere. The attacks impacted each other and exploded. Yumi flew through the smoke and hit Carthage in the stomach. Carthage was flung back into the wall.

Carthage floated back up with her hair flying all around her face and white flames covering her body. Some of the flames shot from her body and engulfed the pieces of Sector 5. With a wave of her hand Carthage sent the flying debris at Yumi.

The debris slammed together and all was silent. Carthage sighed in relief and smirked as she basked in her victory.

CRACK!

Her smirk vanished when the debris cracked apart and vanished into dust. Yumi stood there as though nothing happened. A blood red misty aura surrounded her body.

"Why? How? You never had this power." stuttered Carthage, trembling.

Yumi opened her eyes and they glowed red with her aura.

"Who said it was Yumi fighting you,** Carthage**?" asked Yumi.

Everyone gasped when they heard her voice change. Her soft strong voice was replaced by a voice they thought to be dead. That was when Yumi shifted. Her body was engulfed in a cloud of black smoke that hardened like a shell around her.

A few seconds later it cracked open and Yumi stepped out. Her body suit was now all black with red lines and her hair now had red streaks through it. But that was not the only change. On her back was the Eye of Xana.

Aelita gasped and trembled. Odd looked on in shock. Ulrich glared and gritted his teeth.

"Xana!" said Ulrich through his lips.

**"It's been far too long, Carthage."**

"Xana. I thought you were dead." said Carthage.

**"Correct, I was dead. Just long enough to lure you out."**

"I don't believe what I'm hearing. You faked your death and took over Yumi!" said Aelita.

"But how? Jeremy said his program would wipe you out!" said Odd.

Xana who was now using Yumi as a puppet turned and looked at his/her hated enemies.

**"You forget Odd, that I had Yumi under my control for a short time. Did you think I would not have a back-up plan for if she regained her will? As for why I survived it was actually easy. The reason why I created the Volcano Sector as my core was so that I could have a place to fall back and situate myself. **

**A place with high security and no virus could enter. To make sure you believed I was deleted I shut down the Volcano Sector myself. Since it was off-line the multi-agent program could not reach it. And the reason why I control Yumi was because I placed a shard of my core into her through the mental link I created when I captured her.**

**I am a multi-agent system as well so I am capable of dividing myself. A shard of my core was in Yumi while the rest was placed in the multi-agent program Jeremy created itself."**

"That's why you wanted it!" gasped Aelita.

Xana nodded and turned to Carthage.

**"And now thanks to Carthage the entire world is pretty much mine for the taking. She took it over for me and weakened you all so this should be easy. All that is left is one thing."**

Xana glowed blood red and red spheres erupted from Lyoko's Core. They flew out of Lyoko and into the Digital Sea.

**"That was the signal. Now the Volcano Sector and and my core have been rebuilt."**

Xana then turned to the Lyoko Warriors. Raising the hand of the body he now controlled Xana sent a wave of invisible energy that sent the warriors flying back. He then turned to Carthage.

"White Obilivion!" shouted Carthage.

With the last of her energy Carthage released a wave of white energy that flew at Xana. However the demonic AI smirked and held out his hand. Just as the energy wave was about to hit him it stopped when it touched his hand. Carthage gasped.

Xana then flew at her.

**"I have need of your abilities. Your resources will be useful to me."**

"What do you want?" asked Carthage while stuttering.

**"Your data for my new body."**

Carthage's eyes widened in fear. Xana pointed a disk launcher at her and fired. The red disk was charged with electricity that blasted through Carthage. She fell to the ground and her virtual body dissolved into nothing but data.

All that was left was a blue orb on the ground. Xana picked up and looked at it in the palm of his hand,

**"Hard to believe something so small was actually the core of a virtual being."**

Xana then did something no one expected. He opened his mouth and swallowed the orb. Suddenly he started to convulse as he fell over. There was a loud scream filled with agony. The scream was mixed with Xana and Yumi's voices.

The Eye on Yumi's back pulsed and glowed brighter red. Yumi's suit changed back to its normal state as the black colored suit fell of her like a snake shedding its skin. The blackness gathered itself up into an orb of darkness with the Eye in the center. The Eye glowed bright red as the orb began to crack.

It exploded in a flash of red light and everyone covered their eyes. When the light faded everyone looked to see Xana in his new form. He looked the same age as them only a little taller than Yumi. He wore a black suit that was much like his old one when he possessed Ulrich.

On his chest was the Eye and he wore black fingerless gloves. The black suit had red lines all over it. Xana's face now resembled Aelita's except his hair was purple with black highlights and his skin was pale white with glinting red eyes. Xana looked down at his new body and smirked.

**"This worked out so well for me. I thank you all for your part."**

Ulrich held out his blades as they glowed blue.

"Thunder Blade!"

He released two waves of energy that flew at Xana. The demonic virus only smirked as a red force field enveloped him and blocked the attack. He dropped the shield and looked to see Ulrich charging at him. In a flash of red light the same sword that Xana used when he possessed Ulrich appeared in his hand.

He blocked both of Ulrich's swords and shoved him back before delivering a slash to the samurai's chest. Ulrich ran a ran over the sparkling cut out of instinct instead of pain. He looked up and glared at Xana.

**"It is no longer that simple, Ulrich. At long last the avatar which I have desired is now mine. Created by the data of Project Carthage which contained a complete DNA scan of Aelita combined with the DNA data of you and William."**

"It does not matter how powerful you are, Xana. I can guarantee that this time you'll perish for good." said Ulrich.


	14. Chapter 14

Lord Maximus: I don't own Code: Lyoko.

Summary: It started with the final battle against Xana when a seemingly new foe appears out of nowhere. Now the gang must continue to fight when they discover the origins of Project Carthage.

* * *

Aelita wasted little time in recovering from her initial shock from seeing what had just happened. She held her hand out and a pink sphere of energy appeared in it. She let it fly and it cut through the air towards Xana.

"Energy Field!"

Xana chuckled as he placed his sword in between himself and the incoming projectile. The result was a loud blow as the orb of energy was blocked with Xana's sword sparked with small bolts of pink and red. Xana watched as the pink sparks died down leaving a glowing red light that enveloped the sword.

**"Well done, Aelita. I guess all those battle against Project Carthage did not dull your skills."**

Aelita gulped. She knew she could not defeat Xana on her own. She was no match for him when he possessed Ulrich's body and now he had a completely new and more powerful avatar. Even with Odd and Ulrich as back-up she was still greatly worried. Ulrich stepped out in front and held out his swords.

"She's not the only one." said Ulrich.

Odd cocked his arrows and aimed at Xana.

**"You think it is all that easy? I think you will soon find that you won't even be able to land a blow on me."**

That was when an unexpected disk shaped projectile slammed into Odd and sent him into the wall.

"That was a cheap trick, Xana." said Ulrich.

**"Who said I was the one attacking?"**

A figure stepped out from behind Xana which caused the remaining Lyoko Warriors to gasp. Yumi was revealed with her eyes replaced by twin Xana eyes with her disks launchers aimed at her friends.

"Don't use Yumi in this!"

**"If you want me to stop then come and get me."**

Ulrich glared. Yumi lost her patience and fired her disk launchers. Ulrich blocked her disks but not attack. His eyes desperately scanned for a way to get around her and attack Xana.

Yumi continued to fire her disk launchers at him to keep him dodging and forcing him to lose ground.

**"I think it's my turn."**

Xana chuckled before rushing Aelita. His blade was stopped when it was just six inches from its target when Aelita created to energy fields to act as a barrier. The two powers met in a luminous display of red and pink. Xana smirked as he noticed Aelita fall to her knees in effort to keep her energy field up.

Aelita groaned as she poured more of her energy into holding up Xana's blade.

**"I wonder if you can hold this up for a full moment. Can you, dear Aelita?"**

Aelita felt anger bubble up in her as Xana's word reached her. She knew she would not last much longer but if she was going to die it would not be on her knees like a coward. Xana's eyes widened in shock as she struggled to stand. She eventually stood full height and glared fiercely into his eyes.

Angry emerald green eyes met surprised red.

As her energy field glowed brighter Xana jumped back and looked at her. Aelita held out another Energy Field and it glowed brighter than ever before. Xana held out his hand and mimicked her actions. However instead of an energy field came a disk of crimson electricity.

Aelita was about to fire when a laser hit her in the knee. She bent over in instinct and loast her concentration. She looked behind her to see a Creeper that had just materialized and prepared to fire again.

"Energy Field!"

**"Spark Disk!"**

Just as Aelita destroyed the Creeper Xana released his Spark Disk attack. Aelita only at time to look at the incoming attack as it flew at her. However a purple blur landed in front of her and held its arms out.

"Shield!"

A purple shield covered Odd's arm as he took the attack head on. He managed to block the attack but the force of the attack sent him and Aelita flying backwards. Xana chuckled and then turned back to the fight between Ulrich and Yumi. Yumi managed to disarm Ulrich so now it was an all out fist fight.

And Yumi was winning.

She grabbed Ulrich's wrist and flung him into the wall. He looked up to see a sneer on Yumi's face that did not seem to match her at all. Xana was watching without a shred of emotion on his face. All was going according to plan.

Ulrich jumped for his swords and grabbed them just as Yumi aimed her disk launchers. Ulrich's sword glowed bright blue and he swung them at her. They released a blue beam that hit Yumi and her figure glowed bright blue. She groaned and hit the floor.

Ulrich ran over to her and kept an arm under her to keep her up. Yumi looked up at him with her normal eyes.

"Ulrich? What happened?" asked Yumi,

"Long story." said Ulrich.

**"You can hear all about it if you survive."**

Yumi's eyes widened as she sat up and looked at Xana's new avatar.

"Xana!" shouted Yumi.

Xana did not reply. He raised his hands and the room started to collapse.

**"All of you have a date with oblivion. Thank you for playing your roles."**

Everyone started to run and avoid the incoming debris. That was when Aelita glared at Xana. She held out her hand and another Energy Field. It glowed brighter than ever until it would have blinded anyone who looked at it.

"Power Beam!" shouted Aelita.

From her hand came a beam of bright light that incinerated any falling piece of debris that got in its way. Xana only had a moment to blink before he tried to dodge. He looked at his right arm to see that Aelita's attack completely destroyed it. Black liquid like smoke began to drip on the floor from where Xana's arm used to be.

There was also skin that was burned off from the attack that revealed red wiring underneath the digital flesh. Xana looked at Aelita with awe at her power. How could she have gotten so powerful?

"Xana! This ends now!" shouted Aelita.

She held out her arm and glowed white again.

"Power Beam!"

The beam of light erupted from her hand again and this time it hit Xana in the chest. Right in the center of the Eye. Xana only had a chance to look before the attack went through him and his body was blasted in black smoke that glowed red. Everyone looked on in shock.

Aelita collapsed as she looked at what her attack had done. Then she noticed an activated tower and ran into it. In a few seconds the tower was deactivated.

"Return to the Past now!"

* * *

"Man, Aelita! What was that attack? That was almost as powerful as Ulrich's Thunder Blade!" said Odd,

"I don't know, Odd. I was just feeling really angry and then this new power just came out of me." said Aelita.

"Her character must be evolving. That's what might have caused it." said Jeremy,

"So is Xana really gone for good this time?" asked Yumi.

"Unfortunately no. With Xana's core back in the Volcano Sector all Aelita did was devirtualize his avatar for now. Xana will be able to use his avatar again pretty soon." said Jeremy.


	15. Chapter 15

Lord Maximus: I don't own Code: Lyoko.

Summary: It started with the final battle against Xana when a seemingly new foe appears out of nowhere. Now the gang must continue to fight when they discover the origins of Project Carthage.

* * *

In the Digital Sea floated the gigantic Replica that Xana created to be his Core. Inside the Volcano Sector appeared to be the same since the Lyoko Warriors visited it last time. Volcanoes erupted, lava poured down the slopes and into the Digital Sea. The sky was bright red with black clouds.

And in the center of this sector was a massive crater filled with hundred of towers.

Xana's Core.

In the center of this valley of towers a wire frame appeared. The wires were blood red and the frame completed itself in a matter of seconds. It was none other than Xana's newly complete avatar. He landed on the ground and stretched his limbs.

**"It looks like I need to do a little research on how Aelita got her new powers. It is of no consequence to me anyhow."**


End file.
